WILLIS TOWERS WATSON PLC — Director's Dealing 2013

Mar 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-03-07

Reporting Person: Krauze Vic (Chairman & CEO, WNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-07	Ordinary Shares, nominal value $0.000115 per share	A	15743.0000	$0.0000	Acquired	62766.8627	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	2512.0000	Indirect

Footnotes

F1: On December 26, 2012, the reporting person was granted 17,889 restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"), which would be subject to the Company achieving certain performance criteria for the fiscal year ended December 31, 2012. Based on the Company's performance, the RSUs listed above were earned and shall vest 50% on each of the second and third anniversaries of the date of grant.

F2: Includes an aggregate of 41,437 RSUs subject to the satisfaction of vesting requirements, which amount gives effect to the RSUs that were granted on December 26, 2012, and 2,471.1976 shares under the Company's Employee Stock Purchase Plan.